Meeting of the ARIN Board of Trustees - 24 February 2021 [Archived]

via Teleconference

Attendees

• Paul Andersen, Chair
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Peter Harrison, Board Trustee
• Catherine Middleton, Board Trustee
• Tina Morris, Board Trustee
• Bill Sandiford, Vice Chair

ARIN Staff

• Michael Abejuela, General Counsel, Board Secretary
• Anne-Rachel Inné, Sr. V.P, Government Affairs
• Richard Jimmerson, COO
• Brian Kirk, CFO
• Stephen M. Ryan, Counsel
• Therese Simcox, Sr. E.A., Scribe
• John Sweeting, CCO

1. Welcome, Agenda Review, & Declarations of Conflict of Interest

The Chair called the meeting to order at 4:03 p.m. ET. The presence of a quorum was noted. The Chair called for any declarations of conflict of interest. There were no comments. The Chair reviewed the agenda with the Board and called for any comments. There were no comments.

2. Treasurer’s Report

• 2020 Q4 Risk Register. The Treasurer stated that the 2020 Q4 Risk Register was provided by the CEO to the Board last week. The FinCom will be reviewing it and report back to the Board in March. The Treasurer stated that comments from the Board are welcome. It was noted that the document contains good detail, but it could be more useful for the Board if it were to provide more emphasis on the risks. Formatting and clarifying suggestions were made, as well as indicating strategic items that require Board action. The Treasurer appreciated the comments. The President stated he would update the document to be more specific and thanked the Board for their great feedback. The Treasurer offered to provide an example of another risk register format that she was familiar with, and the President indicated that would be helpful.

• New Auditor and New Investment Consultant. The Treasurer stated that she had an opportunity to meet with the new audit partner, and it was a very productive meeting. She stated that the auditors are happy about working with the ARIN team, and noted it is a positive new relationship. The Treasurer further stated that she has also spoken with new investment consultant, DiMeo Schneider, and had a number of productive meetings as well.

  The CFO stated that, with regard to the new auditor, BDO, the relationship is working very well, and they are very responsive to our questions. BDO team members appear very competent and knowledgeable. They are in the second week of field work of the 2020 financial statement audit. In the review with BDO, ARIN has found a small number of accounting policies and procedures that differ from generally accepted accounting principles (GAAP). ARIN has calculated adjustments that will bring ARIN into compliance with GAAP and is working with BDO as they audit the adjustments. Restatement of certain 2019 financial statement line items is necessary to present comparable statements in the 2020 audit report. The CFO noted that the adjustments are all non-cash entries, and primarily related to the interpretation of accounting principles applicable to capitalization of software development costs, and realization of certain accounts receivable items.

3. ARIN Board Strategic Workshop

The Chair suspended the meeting at 4:20 pm ET to hold a closed workshop session on strategic items. The Chair resumed the meeting at 6:20 p.m. ET.

4. ARIN Action Item Review

(Exhibit A)

The Chair requested that the Board send any comments on the action items to the Board’s mailing list.

5. Any Other Business

The Chair called for any other business items. The Chair reminded the Board of their special meeting to be held on March 4th at 3:30 p.m. ET. He thanked everyone for their participation in today’s meeting.

6. Adjournment

The Chair entertained a motion to adjourn at 6:21 p.m. ET. The meeting adjourned with no objections.